Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2023 (August 28, 2023)

Cosmos Group Holdings Inc.

.(Exact name of registrant as specified in its charter)

Nevada

000-55793

90-1177460

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

37th Floor, Singapore Land Tower 50 Raffles Place Singapore		048623
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code +65 6829 7017

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols(s)		Name of each exchange on which registered
Common		COSG		NA

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 4.01. Changes in Registrant’s Certifying Accountant.

(a) Release of Independent Registered Public Accounting Firm

On August 25, 2023, our board of directors resolved to release Fortune CPA, Inc. (“Fortune”) as our independent accountants. We informed Fortune of this determination on August 25, 2023, which was effective August 28, 2023.

Fortune was engaged by us on February 10, 2023. Since their engagement on February 10, 2023 and through the date of this form 8-K, Fortune has neither provided any adverse opinion or qualifications on our financial statements nor had a disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements that, if not resolved to Fortune’s satisfaction, would have caused Fortune to make reference to the subject matter of the disagreement in connection with the audit of the Company’s financial statements.

None of the reportable events described under Item 304(a)(1)(v)(A)-(D) of Regulation S-K occurred within period of the engagement of Fortune up to the date of release.

We have provided Fortune with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”). Fortune has provided a letter to us, dated September 13, 2023 and addressed to the SEC, which is attached hereto as Exhibit 16.1 and is hereby incorporated herein by reference.

(b) New independent registered public accounting firm

We have engaged Olayinka Oyebola & Co. (“Olayinka”) as our independent registered public accounting firm, effective August 28, 2023. The decision to engage Olayinka as our independent registered public accounting firm was approved by our board of directors.

During the two most recent fiscal years and through the date of this report, we have not consulted with Olayinka regarding any of the following:

	1.	the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements;
	2.	the type of audit opinion that might be rendered on the Company’s financial statements by Olayinka, in either case where written or oral advice provided by Olayinka would be an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues; or
	3.	any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description

16.1	Letter of Fortune CPA, Inc. dated September 13, 2023
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Cosmos Group Holdings, Inc.

Date: September 14, 2023	By:	/s/ Man Chung CHAN
		Man Chung CHAN
		Chief Executive Officer

Exhibit 16.1

333 City Blvd W 3rd Floor Orange, CA 92868

Phone (714)-820-3316 Fax (714)-333-4992

September 13, 2023

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners,

We have reviewed form 8-K of Cosmos Group Holdings Inc., which we understand its change in auditor. We agree with the statements made regarding our firm. We have no disagreement with the statements described in form 8-K.

Very truly yours,

/s/ Fortune CPA Inc.

Cover	Aug. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 28, 2023
Entity File Number	000-55793
Entity Registrant Name	Cosmos Group Holdings Inc.
Entity Central Index Key	0001706509
Entity Tax Identification Number	90-1177460
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	37th Floor
Entity Address, Address Line Two	Singapore Land Tower
Entity Address, City or Town	50 Raffles Place
Entity Address, Country	SG
Entity Address, Postal Zip Code	048623
City Area Code	65
Local Phone Number	6829 7017
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	COSG
Entity Emerging Growth Company	false